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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

Current Report Pursuant to Section 13 or 15(d) of
the Securities Act of 1934

 

Date of Report (Date of earliest event reported): February 9, 2022

 

Ocean Power Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-33417   22-2535818

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

28 Engelhard Drive, Suite B

Monroe Township, New Jersey

  08831
(Address of principal executive offices)   (Zip Code)

 

(609) 730-0400

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol (s)   Name of each exchange on which registered
Common Stock $0.001 Par Value   OPTT   NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

 

On February 9, 2022, the Board of Directors of Ocean Power Technologies, Inc. (the “Company”) adopted an amendment to the Ocean Power Technologies, Inc. Employment Inducement Incentive Award Plan (the “Inducement Plan”) to increase the number of shares of the Company’s common stock available for issuance pursuant to equity awards granted under the Inducement Plan from 25,000 (reflecting the 1-for-20 reverse stock split that became effective March 11, 2019) to 275,000 shares.

 

In accordance with the applicable rules of the NYSE American, awards under the Inducement Plan may only be made to individuals not previously employees of the Company (or following such individuals’ bona fide period of non-employment with the Company), as an inducement material to the individuals’ entry into employment with the Company.

 

A copy of the amendment to the Inducement Plan is attached as Exhibit 10.1 hereto and incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

  Exhibits  
     
  10.1 Amendment to Ocean Power Technologies, Inc. Employment Inducement Incentive Award Plan dated February 9, 2022.
  104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  Ocean Power Technologies, Inc.
   
Dated: February 11, 2022 /s/ Philipp Stratmann
  Philipp Stratmann
  President and Chief Executive Officer

 

 

 

 

Exhibit 10.1

 

FIRST AMENDMENT TO THE

OCEAN POWER TECHNOLOGIES, INC.

EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN

 

WHEREAS, Ocean Power Technologies, Inc. (the “Company”) previously adopted the Ocean Power Technologies, Inc. Employment Inducement Incentive Award Plan effective January 18, 2018 (the “Plan”); and

 

WHEREAS, the Board of Directors of the Company (the “Board”) has authorized an amendment of the Plan to increase the number of shares authorized for Awards thereunder from 25,000 shares (reflecting the 1-for-20 reverse stock split that became effective March 11, 2019) to 275,000 shares.

 

NOW, THEREFORE, effective as of February 9, 2022, Section 3.1(a) of the Plan is amended to replace the number 25,000 with the number 275,000.

 

IN WITNESS WHEREOF, the Company has caused this Amendment to the Plan to be duly executed in its name and on its behalf by its duly authorized officer.

 

  OCEAN POWER TECHNOLOGIES, INC.
     
  By: /s/ Philipp Stratmann
  Name:  Philipp Stratmann
  Title: Chief Executive Officer